When Microsoft stepped into one of the most consequential legal battles in the history of American artificial intelligence this week, it did so without disclosing something its own shareholders arguably have a right to know.
On Monday, Microsoft filed an amicus brief in federal district court in San Francisco, urging a judge to temporarily block the Pentagon’s designation of AI company Anthropic as a national security “supply chain risk.” Microsoft declared in its filing that “as an Anthropic partner, Microsoft is directly impacted” by the Pentagon’s designation and warned that without court intervention, contractors would be forced to “immediately alter existing product and contract configurations” used by the Defense Department. It was the first major corporation to file such a brief on Anthropic’s behalf, and it came just one day after Anthropic filed two federal lawsuits challenging the designation as unlawful retaliation by the Trump administration.
The legal action was dramatic enough on its own terms. But it also deepened a conflict of interest that Microsoft’s board member Reid Hoffman has in Anthropic — one that NLPC has reason to believe was already omitted from a filed SEC quarterly report, based on Microsoft’s own prior disclosure practices.
Hoffman has served on Microsoft’s board of directors since 2017, following the company’s $26 billion acquisition of LinkedIn, which he co-founded. He is also a partner at Greylock Ventures, one of Silicon Valley’s most prominent venture capital firms, where he has worked since 2009. On October 20, 2025 — weeks before the Microsoft-Anthropic deal was publicly announced — Hoffman disclosed on X (formerly Twitter) that “Greylock is an investor in Anthropic,” calling the company “one of the good guys.” The disclosure, reported by CNBC, confirmed that through his Greylock partnership, Hoffman holds a financial interest in Anthropic.
That financial interest became material in a new way on November 18, 2025, when Microsoft, Anthropic, and Nvidia jointly announced a landmark partnership. Under the terms, Microsoft pledged to invest up to $5 billion in Anthropic, while Anthropic committed to purchasing $30 billion in Azure cloud computing capacity from Microsoft. Nvidia committed an additional $10 billion. The transaction elevated Anthropic’s valuation to a reported $350 billion — meaning Greylock’s stake became substantially more valuable as a direct result of a deal voted on by the Microsoft board on which Hoffman sits.
Whether Hoffman was recused from those deliberations is not publicly known. It should be — and here is where Microsoft’s own SEC filing history becomes the most instructive evidence available.
In March 2024, Microsoft entered into a licensing arrangement with another AI company, Inflection AI — which Hoffman had co-founded and in which Greylock also held a stake. Starting with the quarterly report covering that transaction, Microsoft began including the following language in its related-party transaction disclosures: “Reid Hoffman, a member of our Board of Directors, is a co-founder of and serves on the board of directors of Inflection. As of the date of the agreement with Inflection, Reprogrammed Interchange LLC and entities affiliated with Greylock Ventures each held less than a 10% equity interest in Inflection. Mr. Hoffman may be deemed to beneficially own the shares held by Reprogrammed and Greylock by virtue of his relationship with such entities. Mr. Hoffman did not participate in any portions of the meetings of our Board of Directors or any committee thereof to review and approve the transaction with Inflection.”
That disclosure appeared not just in Microsoft’s annual proxy statement — it was included in the company’s quarterly 10-Q filings as well, under the accounting standard ASC 850, which requires material related-party transactions to be disclosed in all financial statements, including quarterly ones. It appeared in the Q1 FY2025 10-Q, the Q2 FY2025 10-Q, the Q3 FY2025 10-Q, and the FY2025 annual report — across at least six consecutive filings spanning more than a year. Microsoft’s own lawyers wrote it, repeated it, and kept it current across every intervening period.
Then the Anthropic deal closed.
Microsoft filed its Q2 FY2026 10-Q on January 29, 2026, covering the period from October 1 through December 31, 2025 — the exact quarter in which the $5 billion Anthropic investment was announced and the $30 billion Azure computing commitment was secured. A review of that filing on SEC EDGAR finds no mention of “Anthropic” and no mention of “Hoffman” anywhere in the document’s related-party disclosures. Neither name appears.
The contrast is not subtle. Microsoft’s own prior filings established the disclosure template: when Hoffman has a financial interest through Greylock in a company doing business with Microsoft, that relationship belongs in the related-party notes, with an accounting of whether he was recused. That standard was applied faithfully for Inflection across six or more filings. It was applied for a completed transaction, a smaller sum, and a company that was subsequently hollowed out after Microsoft hired away most of its staff — circumstances that offer at least a plausible explanation for why the Inflection disclosure eventually stopped appearing.
No comparable explanation exists for the Anthropic omission. The Anthropic deal is active, ongoing, nine figures in scale, and entered into during the precise quarter the missing 10-Q was meant to cover. The template for what should have been written was sitting in Microsoft’s own files. It was not applied.
The SEC’s disclosure obligations in this area arise from multiple sources. ASC 850 governs related-party disclosures in all financial statements. Item 404 of Regulation S-K requires disclosure of any transaction above $120,000 in which a director holds a direct or indirect material interest. And Rule 10b-5 — the SEC’s foundational anti-fraud provision — prohibits materially misleading omissions in connection with securities, an obligation that operates independently of any filing cycle.
The amicus brief Microsoft filed on March 10 makes the situation more acute, not less. Microsoft is now actively directing corporate resources — legal staff, outside counsel — to support active federal litigation brought by a company in which its own director holds a financial interest through his venture capital firm. That is precisely the kind of ongoing, active entanglement that related-party disclosure rules are designed to bring to shareholders’ attention.
It also creates a second disclosure opportunity — or obligation. Microsoft’s Q3 FY2026 10-Q, covering the January through March 2026 quarter, is due approximately late April 2026. That filing will cover the same period in which Microsoft filed its amicus brief and publicly declared itself “directly impacted” by the outcome of Anthropic’s lawsuit. Whether Microsoft addresses the Hoffman/Greylock/Anthropic relationship in that filing will say a great deal about whether the company views its Q2 omission as a gap to be corrected or a precedent to be maintained.
NLPC has previously urged Microsoft shareholders to vote against Hoffman’s re-election to the board, citing a pattern of conflicts of interest and governance conduct inconsistent with the company’s stated values. The Anthropic situation adds a new and more concrete dimension to those concerns: not merely a question of Hoffman’s fitness for board service, but a question of whether Microsoft has already failed its disclosure obligations to shareholders in connection with one of the most consequential AI partnerships in the company’s history.
What is known right now is this: a $5 billion investment in a company that enriches a sitting director’s financial interests closed in Q2 FY2026. Microsoft’s Q2 FY2026 10-Q is already filed, already public, and already silent on the subject. The lawyers who wrote the Inflection disclosure — six times — apparently did not apply the same standard when the stakes were highest.
The only committee that Hoffman serves on in his role as a Microsoft director is the Environmental, Social, and Public Policy Committee. He avoids (or is prevented from) involvement with the “boring” board responsibilities like those administered by the Audit, Compensation, and Governance and Nominating committees. The committee he does ostensibly serve on brings a multitude of potential conflicts of interest to bear for him, as that committee is the one most likely to require deliberation and decision-making related to Microsoft’s (probably) largest institutional client — the U.S. Government.
As we have asked again and again — what useful, ethical purpose does Hoffman serve in his existence on Microsoft’s board?
